Officer Stock Option (Double Trigger)
Nonstatutory Stock Option Agreement
2019 Stock Incentive Plan
EXHIBIT A
GENERAL TERMS AND CONDITIONS
Grant of Option:
This agreement evidences the grant by the Company, on the grant date(the “Grant Date”) set forth in the Notice of Grant that forms part of this agreement (the “Notice of Grant”), to you of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2019 Stock Incentive Plan (the “Plan”), the number of Shares set forth in the Notice of Grant of common stock, $1.00par value per share, of the Company (“Common Stock”), at the exercise priceper Share set forth in the Notice of Grant. Unless earlier terminated, this option shall expire at the close of the primary trading session of the New York Stock Exchange (or such other national stock exchange on which the Common Stock is then listed) on the Last Date to Exercise set forth in the Notice of Grant (the “Last Date to Exercise”).
Except as otherwise indicated by the context, “you,” as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
Vesting:
This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant and will have a seven (7) year term. Your option may also vest upon your death or total disability or in connection with certain terminations of employment following a Change in Control Event, each as described below.
Exercise:
You may exercise this option, in whole or in part, to purchase a whole number of vested shares at any time, by following the exercise procedures set up by the Company. All exercises must take place by the Last Date to Exercise, or such earlier date as is set forth below following your death, disability or your ceasing to be an employee, or a Change in Control Event. The number of shares you may purchase as of any date cannot exceed the total number of shares vested by that date, less any shares you have previously acquired by exercising this option.
Employment Requirements:
In the event of your termination of employment, retirement, death or total disability, then, subject to the terms described below under “Consequences of a Change in Control”, the following terms apply:
| • | | If your employment is terminated for reasons other than retirement (as defined below), death, or total disability, you will be able to exercise your stock options that are vested as of your last day of employment through the earlier of the option’s Last Date to Exercise or three (3) months after your last day of employment. All unvested stock options as of your last day of employment will be cancelled as of the close of business on your last day of employment. |
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